form_note.htm


    EXHIBIT
4-21



    Exhibit 1.1(a) to Credit
Agreement

     

    THIS
SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (OID). PURSUANT TO
TREASURY REGULATION §1.1275-3(b)(1), FRANCIS V. DANE, A REPRESENTATIVE OF THE
ISSUER HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUE DATE OF THIS SECURITY,
PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN
TREASURY REGULATION §1.1275-3(b)(1)(i). MR. DANE MAY BE REACHED AT TELEPHONE
NUMBER (650) 802-7737.

     

    [FORM OF] SECURED PROMISSORY
NOTE

     

    $[    ,    ,    ]

    June __,
2008 New York, New York

    


     

    FOR VALUE RECEIVED,
COMMUNICATION INTELLIGENCE CORPORATION (“Borrower”), having an office
at 275 Shoreline Drive, Suite 500, Redwood Shores, California 94065, hereby
promises to pay to the order of _________ (the “Payee”) or its registered
assigns, the principal amount of _______ Dollars and 00/100
($[   ,   ,   ]) on June ___, 2010
(the “Maturity Date”).
Borrower shall make principal payments on this Note on or before the Maturity
Date set forth in Section 10.1 of that
certain Credit Agreement, dated as of June __, 2008 (as it may be amended,
supplemented or otherwise modified, the “Credit Agreement”; the terms
defined therein and not otherwise defined herein being used herein as therein
defined), by and among Borrower and the Lenders party thereto.

     

    Borrower
also promises to pay interest on the unpaid principal amount hereof, from the
date hereof until paid in full, at the rates and at the times which shall be
determined in accordance with the provisions of the Credit
Agreement.

     

    This Note
is being executed and delivered by Borrower to Payee to evidence the Loan made
by Payee to Borrower pursuant to the Credit Agreement.

     

    This Note
is issued with a detachable Warrant evidencing the right initially to purchase a
number of shares of Common Stock of the Borrower equal to the principal amount
of this Note divided by 0.14, at an initial exercise price of Fourteen Cents
($0.14) per share.

     

    This Note
is entitled to the benefits of the Credit Agreement and the Loan Documents,
including the Pledge and Security Agreement.  This Note may be
pre-paid, in whole or in part (together with interest accrued thereon at the
time of such prepayment), at any time, provided that Borrower pays
any breakage costs associated therewith as provided in Section 1.6(h) of the
Credit Agreement.

     

    All cash
payments of principal and interest in respect of this Note shall be made in
lawful money of the United States of America in same day funds to the Payee at
its

     

    


    
      
        
          
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    EXHIBIT 4-21

    
 

    address
provided in Section
9.2 of the Credit Agreement or at such other place as shall be designated
in writing for such purpose in accordance with the terms of the Credit
Agreement.  Payee hereby agrees, by its acceptance hereof, that before
disposing of this Note or any part hereof it will make a notation hereon of all
principal payments previously made hereunder and of the date to which interest
hereon has been paid; provided, the failure to make
a notation of any payment made on this Note shall not limit or otherwise affect
the obligations of Borrower hereunder with respect to payments of principal of
or interest on this Note.

     

    This
Note, and all amounts payable hereunder, is secured by a pledge of certain
Collateral and is entitled to the benefits of the Pledge and Security
Agreement.

     

    Upon the
occurrence of an Event of Default, the unpaid balance of the principal amount of
this Note, together with all accrued and unpaid interest thereon, may become, or
may be declared to be, due and payable in the manner, upon the conditions and
with the effect provided in the Credit Agreement.

     

    Borrower
waives demand, presentment, protest and notice of any kind and consents to the
extension of time of payments, the release, surrender or substitution of any and
all security or guarantees for the obligations evidenced hereby or other
indulgence with respect to this Note, all without notice and agrees that no such
extension or other indulgence, and no substitution, release or surrender of
collateral shall discharge or otherwise affect the liability of the
Borrower.  No delay or omission on the part of the Payee in exercising
any right hereunder shall operate as a waiver of such right or of any other
right hereunder, and a waiver of any such right on any one occasion shall not be
construed as a bar to or waiver of any such right on any future
occasion.

     

    This Note
and the rights and obligations of Borrower and Payee hereunder shall be governed
by and construed in accordance with the laws of the State of New York.
Borrower hereby irrevocably consents to the jurisdiction of any state or federal
court located in New York, New York.

     

    In the
event of any litigation with respect to the obligations evidenced by this Note,
Borrower WAIVES THE RIGHT TO A TRIAL BY JURY and all rights of setoff and rights
to inter­pose permissive counterclaims and cross claims.  Borrower
further agrees to pay Payee for the costs and expenses of enforcement and
collection of this Note, including attorneys’ fees and expenses and court
costs.  All such costs and expenses shall be immediately due and
payable.

     

    The terms
of this Note are subject to amendment only in the manner provided in the Credit
Agreement.

     

    This Note
shall be binding upon the successors, assigns and legal representatives of
Borrower and inure to the benefit of the Payee, its successors, endorsees,
assigns and legal representatives.

     

    If any
term or provision of this Note shall be held invalid, illegal or unenforceable,
the validity of all other terms and provisions hereof shall in no way be
affected thereby.

     

    This Note
is a full recourse obligation of Borrower and is not limited to the
Collateral.

     

    


    
      
        
          
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    EXHIBIT 4-21

     

     

    


    IN WITNESS WHEREOF, Borrower
has executed the foregoing instrument as of the date first written
above.

    


    
      	
               
      

            	
              COMMUNICATION
      INTELLIGENCE CORPORATION

            


    

    


    


    


    By:_________________________________

         Name:

         Title:

    


    
 

     

     

     

     

     

     

     

     

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